G Capital : GCAPITAL -Circular RRPT SBB

THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular/Statement prior to its issuance as it is an exempt document pursuant to Practice Note 18 of Bursa Malaysia Securities Main Market Listing Requirements. .

Bursa Securities takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement.

G CAPITAL BERHAD [(Registration No. 199501000977 (330171-P)]

(Incorporated in Malaysia)

CIRCULAR/STATEMENT TO SHAREHOLDERS

IN RELATION TO

PART A

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE

FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

PART B

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

TO PURCHASE UP TO TEN PERCENT (10%) OF ITS TOTAL ISSUED SHARES

The resolutions in respect of the above proposals will be tabled at the Twenty-Eighth Annual General Meeting ("28th AGM") of G Capital Berhad ("GCAP" or the "Company") which will be conducted in a fully virtual manner through live streaming and online remote voting via the online meeting platform at https://web.vote2u.my (Domain Registration No with MYNIC: D6A471702) on 28 June 2023 at 8.30 a.m.

The Form of Proxy should be lodged with the Company's Share Registrar, Aldpro Corporate Services Sdn Bhd, at B- 21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1 Medan Syed Putra Utara, 59200 Kuala Lumpur or alternatively, the Customer not less than forty-eight (48) hours before the time stipulated for holding the 28th AGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the 28th AGM should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy Date and Date and time of 28th AGM

• 26 June 2023 at 8.30 a.m.
• 28 June 2023 at 8.30 a.m.

This Circular is dated 28 April 2023

("Circular/Statement")

DEFINITIONS

Unless the context otherwise requires, the following definitions shall apply throughout this Circular/Statement:

"Act" or "Companies Act"	:	The Companies Act, 2016 as amended from time to time and any re-
			enactment thereof
"AGM"		:	Annual General Meeting
"Board"		:	The Board of Directors of GCAP
"Bursa Securities"	:	Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-
			W)]
"Code"		:	Rules on Take-overs, Mergers and Compulsory Acquisitions, as amended
			from time to time
"Director(s)"		:	A person defined in Section 2(1) of the Capital Markets and Services Act 2007
			and for the purposes of Recurrent Related Party Transactions includes any
			person who is or was within the preceding 6 months of the date on which the
			terms of the transactions were agreed upon, a Director or a chief executive
			officer of the Company, its subsidiaries or holding company
"GCAP Shares" or" Shares(s)"	:	Ordinary shares in G Capital Berhad
"GCAP or "the Company"	:	G Capital Berhad [Registration No.: 199501000977 (330171-P)]
"GCAP Group" or "the Group"	:	G Capital Berhad and its subsidiary companies as defined in Section 4 of the
			Act
"Listing Requirements"	:	The Main Market Listing Requirements of Bursa Securities as amended from
			time to time and re-enactment thereof
"LPD"		:	10 April 2023 being the latest practicable date prior to the printing of this
			Circular/Statement
"Major Shareholder(s)"	:	A person who has an interest or interests in one or more voting shares in the
			Company and the number or the aggregate number of those shares is:
			(a) 10% or more of the total number of voting shares in the Company; or
			(b) 5% or more of the total number of voting shares in the Company where
			such person is the largest shareholder of the Company.
			For the purpose of this definition, "interest in shares" shall have the same
			meaning given in Section 8 of the Act. A Major Shareholder includes any
			person who is or was within the preceding 6 months of the date on which the
			terms of the transaction were agreed upon, a major shareholder of the
			Company or its subsidiaries
"NA"		:	Consolidated Net Assets of the Group
"Persons Connected"	:	Persons connected with a Director or Major Shareholder as defined in the
			Listing Requirements
"Proposed Renewal of Shareholders' :	Proposed Renewal of shareholders' mandate for the Recurrent Related Party
Mandate"			Transactions, as detailed under Section 2.3.3 of this Circular
"Recurrent	Related	Party :	Related party transactions involving recurrent transactions of revenue or
Transaction(s)" or "RRPT(s)"		trading nature which are necessary for day-to-day operations and are in the
			ordinary course of business of the GCAP Group
"Related Party(ies)"	:	A director, major shareholder or person connected with such director or major
			shareholder. For the purpose of this definition, "director" and "major
			shareholder" shall have the meanings given in paragraph 10.02 of the Listing
			Requirements
"RM"		:	Ringgit Malaysia
RRPTs		:	Recurrent Related Party Transactions
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"Shareholder(s)"	: Shareholders of G Capital Berhad
"Substantial Shareholders"	: Has the meaning given in Section 136 of the Act
"SC"	: Securities Commission
"Shareholders' Mandates"	: The shareholders' mandates for the GCAP Group to enter into RRPTs as set
	out in Section 2.3.3 of this Circular with the Related Parties
28th AGM	: Twenty-Eighth Annual General Meeting of the Company

Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise specified.

All references to "our Company" in this Circular are to G Capital Berhad. References to "our Group" are to our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" are to the Company, or where the context requires, the Group. Any reference to "you" in this Circular is to the Shareholder(s).

Any discrepancies in the tables included in this Circular between amounts listed, actual figures and totals thereof may be due to rounding.

Any reference in this Circular to any enactment is a reference to that enactment or guidelines as for the time being amended or re-enacted.

Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.

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CONTENTS

CIRCULAR/STATEMENT TO OUR SHAREHOLDERS CONTAINING:

PART A: CIRCULAR TO SHAREHOLDERS RELATING TO PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

No	MATTER	Page
1	INTRODUCTION	5
2	DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE	6
3	RATIONALE	11
4	INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND PERSON
	CONNECTED WITH THEM	11
5	CONDITION OF THE PROPOSED SHAREHOLDERS' MANDATE	11
6	EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE	12
7	DIRECTORS' RECOMMENDATION	12
8	AGM	12
9	FURTHER INFORMATION	13

PART B: STATEMENT TO SHAREHOLDERS RELATING TO PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR SHARE-BUY BACK AUTHORITY

No	MATTER	Page
1	INTRODUCTION	14
2	PROPOSED SHARE BUY-BACK AUTHORITY	15
3	RATIONALE	15
4	TREATMENT OF PURCHASED SHARES	16
5	POTENTIAL ADVANTAGE AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK	17
6	FUNDING	17
7	FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK	18
8	DIRECTORS' AND SUBSTNATIAL SHAREHOLDERS' SHAREHOLDINGS	19
9	HISTORICAL SHARE PRICES	20
10	PUBLIC SHAREHOLDING SPREAD	20
11	APPROVAL REQUIRED	20
12	PURCHASE, RESALE AND/OR CANCELLATION OF TREASURY SHARES	20
13	IMPLICATION OF THE CODE	20
14	DIRECTORS' STATEMENT AND RECOMMENDATION	21
15	FURTHER INFORMATION	21

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G CAPITAL BERHAD

[(Registration No. 199501000977 (330171-P)]

(Incorporated in Malaysia)

Registered Office:

11B, Level 2 Greentown

Business Centre Persiaran

Greentown 9 30450 Ipoh

Perak

Date: 28 April 2023

Board of Directors:

Datuk Yap Yee Ping (Executive Director)

Dato' Rosli Bin Sharif (Non-Independent Executive Director)

Dato' Haji Roshidi Bin Haji Hashim (Non-Independent Executive Director)

Jason Fong Jian Sheng (Non-Independent Executive Director)

To: Our Shareholders

Dear Sir/Madam

PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED SHAREHOLDERS' MANDATE")

1. INTRODUCTION

At AGM held on 27 June 2022, the Company, G Capital Berhad ("GCAP" or "the Company") has obtained shareholders' mandate for GCAP and its subsidiaries ("GCAP Group" or "the Group") to enter into RRPTs with Related Parties which are necessary for its day-to-day operations and are in the ordinary course of business based on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and not to the detriment of minority shareholders ("Existing Mandate"). The Existing Mandate shall lapse at the conclusion of the forthcoming AGM of the Company unless a renewal mandate for RRPTs is obtained from the Shareholders at the AGM.

On 18 April 2023, our Board announced to Bursa Securities on its intention to seek the Shareholders' approval for a renewal of Shareholders' Mandate for the existing RRPTs (hereinafter referred to as "Proposed Shareholders' Mandate").

The purpose of this Circular is to provide you with the relevant information on the Proposed Shareholders' Mandate and to seek your approval on the resolution relating thereof to be tabled at the forthcoming AGM. The Notice of AGM and the Form of Proxy have been circulated along with this notification of the Proposed Shareholders' Mandate.

YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR BEFORE VOTING ON THE ORDINARY RESOLUTION PERTAINING TO THE PROPOSED SHAREHOLDERS' MANDATE TO BE TABLED AT THE 28th AGM.

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